asb06302018ex101






Exhibit 10.1                                                                                                        Associated Banc-Corp                              2017 Incentive Compensation Plan                          Cover Page to Restricted Stock Agreement               (The Restricted Stock Agreement has been delivered simultaneously herewith)                                                    Grantee Name: PARTICIPANT NAME    Grant Date:  GRANT DATE   Grant Price:                                     Grant Acceptance Process:   Step 1: Please read the below Restricted Stock Agreement in its entirety, and print for your records.   Step  2:  After  thoroughly  reviewing  the  Restricted  Stock  Agreement,  review  your  individual  award  information.   Step 3: Electronically accept your grant via the Online Grant Agreement portal of Fidelity’s website.                              Share Information Subject to this Award:   Restricted Stock Award    Pursuant and subject to the Associated Banc-Corp 2017 Incentive Compensation Plan (the “Plan”) and  the Restricted Stock Agreement delivered to Grantee simultaneously herewith, the Committee has  awarded the Grantee named above shares of restricted Common Stock of Associated Banc-Corp  (“Restricted Shares”) as follows:            Restricted Stock Shares Awarded:                NUMBER OF AWARDS GRANTED    IN WITNESS WHEREOF, as of the Grant Date the Company hereby grants to the Grantee  the Restricted Shares pursuant to the terms and conditions of the Restricted Stock Agreement  delivered simultaneously herewith and the terms and conditions of the Plan.    ASSOCIATED BANC-CORP                                                                                                                 Philip B. Flynn, President & CEO                                       Please electronically accept your grant via the Online Grant Agreement portal of Fidelity’s  website.  Failure to do so by March 31, 2018 may result in forfeiture of the Restricted  Shares.    US_131388500v1_214273-00000   7/19/2018 8:55 AM  





 






Exhibit 10.1                             ASSOCIATED BANC-CORP                     2017 INCENTIVE COMPENSATION PLAN                       RESTRICTED STOCK AGREEMENT         In accordance with and subject to the terms of the Associated Banc-Corp 2017 Incentive  Compensation  Plan  (the  “Plan”)  and  this  Agreement,  the  Committee  granted  to  the  person  named  as  grantee  (the  “Grantee”)  on  the  cover  page  delivered  simultaneously  with  this  Restricted  Stock  Agreement  (the  “Cover  Page”)  an  award  of  Restricted  Shares  of  Associated  Banc-Corp (the “Company”) (the Cover Page and this Restricted Stock Agreement hereinafter  referred to as this “Agreement”).          To evidence such award and to set forth its terms, the Company and the Grantee agree as  follows.         All capitalized terms not otherwise defined in this Agreement shall have the meaning set  forth in the Plan.          1.    Grant of Restricted Shares. Subject to, and upon the terms and conditions set forth  in this Agreement and the Plan, the Committee granted to the Grantee the number of restricted  shares set forth on the Cover Page (the “Restricted Shares”), effective as of the grant date set  forth on the Cover Page (the “Grant Date”), and the Grantee hereby accepts the grant of the  Restricted Shares on a restricted basis, as set forth herein.         2.    Limitations  on  Transferability.  At  any  time  prior  to  vesting  in  accordance  with  Paragraph 3, 4 or 5 below, the Restricted Shares, or any interest therein, cannot be directly or  indirectly transferred, sold, assigned, encumbered or otherwise disposed.         3.    Dates  of  Vesting.  Subject  to  the  provisions  of  Paragraphs  4  and  5  below,  the  Restricted Shares shall cease to be restricted and shall become non-forfeitable (thereafter being  referred  to  as  “Vested  Shares”)  in  accordance  with  the  following  schedule:                   Vesting Date         Percentage of Restricted Shares To Vest         February 8, 2019                           25%         February 8, 2020                           25%         February 8, 2021                           25%         February 8, 2022                           25%           Notwithstanding the foregoing, and subject to Paragraphs 4 and 5 below, in the event that  the Grantee incurs  a  Termination of Service, any Restricted Shares  that  were unvested on the  date of such Termination of Service shall be immediately forfeited to the Company.          In  addition,  in  the  event  that  the  Grantee  has  satisfied  the  requisite  age  and  years  of  service criteria for Early Retirement or Normal Retirement prior to  the vesting dates set  forth  herein  but the Grantee has  not  incurred a Termination of Service, the Company  shall  cause  a  portion  of  the  Restricted  Shares  to  become  Vested  Shares  on  the  date  such  age  and  years  of  service requirements are met, such portion limited to the minimum amount necessary to satisfy    US_131388500v1_214273-00000   7/19/2018 8:55 AM  





 






Exhibit 10.1   the  tax  withholding  obligations  set  forth  in  Paragraph  25  or  otherwise  required  by  any  taxing  authority.         4.    Termination  of  Service.  Subject  to  Paragraph  5  below,  the  provisions  of  this  Paragraph  4  shall  apply  in  the  event  the  Grantee  incurs  a  Termination  of  Service  at  any  time  prior to all the Restricted Shares becoming Vested Shares pursuant to Paragraph 3 above:               (a)   If the Grantee incurs a Termination of Service because of his or her death        or Disability, any Restricted Shares that had not become Vested Shares prior to the date        of  such  Termination  of  Service  shall  become  Vested  Shares,  and  the  Grantee  shall        immediately  own  the  Vested  Shares  free  of  all  restrictions  otherwise  imposed  by  this        Agreement except for Vested Shares used to satisfy the tax withholding obligations set        forth in Paragraph 25 below or otherwise required by any taxing authority.               (b)   If the Grantee incurs a Termination of Service due to Early Retirement or        Normal Retirement any Restricted Shares that had not become Vested Shares prior to the        date of such Termination of Service shall become Vested Shares, and the Grantee shall        immediately  own  the  Vested  Shares  free  of  all  restrictions  otherwise  imposed  by  this        Agreement.                 (c)   If the Grantee incurs a Termination of Service for any reason other than as        stated in Paragraphs 4(a) or 4(b) above, then any Restricted Shares that had not become        Vested  Shares  prior  to  the  date  of  such  Termination  of  Service  shall  be  immediately        forfeited to the Company without consideration.          5.    Change in Control. Notwithstanding Paragraph 4 above, if the Grantee incurs an  involuntary Termination of Service by the Company (other than due to Cause) during the two  year  period  immediately  following  a  Change  in  Control,  any  Restricted  Shares  that  had  not  become  Vested  Shares  prior  to  the  date  of  such  Termination  of  Service  shall  become  Vested  Shares,  and  the  Grantee  shall  immediately  own  the  Vested  Shares  free  of  all  restrictions  otherwise  imposed  by  this  Agreement  except  for  Vested  Shares  used  to  satisfy  the  tax  withholding  obligations  set  forth  in  Paragraph  25  below  or  otherwise  required  by  any  taxing  authority. In addition, upon a Change in Control, the Grantee will have such rights with respect  to the Restricted Shares as are provided for in the Plan.         6.    Transfer of Restricted Shares. The Company, in its sole discretion, shall credit the  Restricted Shares to the Grantee in a book entry on the records kept by the Company’s transfer  agent. The Restricted Shares shall be subject to restrictions on transfer until, and to the extent,  such  Restricted  Shares  become  Vested  Shares  pursuant  to  Paragraph  3,  4  or  5  above.  To  the  extent any Restricted Shares fail to become Vested Shares pursuant to Paragraph 3, 4 or 5 above,  the Company shall cancel such forfeited Restricted Shares pursuant to the terms of the Plan and  this  Agreement  without  consideration.  The  Company  shall  release  the  restrictions  in  the  book  entry records of its transfer agent once Restricted Shares become Vested Shares.          7.    Restrictive Covenants.               (a)   Trade  Secrets.   The  parties  hereto  acknowledge  that  the  Company  has        taken and will continue to take actions to protect that information which qualifies as a    US_131388500v1_214273-00000   7/19/2018 8:55 AM  





 






Exhibit 10.1         trade secret  under applicable law  (a “Trade Secret”).  Accordingly, the  Grantee agrees        that during the term of Grantee’s employment with the Company, and thereafter for so        long as such information remains a Trade Secret, Grantee shall not directly or indirectly        use or disclose any Trade Secret of the Company.  With respect to the disclosure of a        Trade  Secret  and  in  accordance  with  18  U.S.C.  §  1833,  Grantee  shall  not  be  held        criminally or civilly liable under any federal or state trade secret law for the disclosure of        a  Trade  Secret  that  (i)  is  made  in  confidence  to  a  federal,  state,  or  local  government        official, either directly or indirectly, or to an attorney, provided that, the information is        disclosed solely for the purpose of reporting or investigating a suspected violation of law;        or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding        filed under seal so that it is not disclosed to the public.  Grantee is further notified that if        Grantee files a lawsuit for retaliation by the Company for reporting a suspected violation        of law, Grantee may disclose the Company’s Trade Secrets to Grantee’s attorney and use        the  Trade  Secret  information  in  the  court  proceeding,  provided  that,  Grantee  files  any        document containing the Trade Secret under seal so that it is not disclosed to the public,        and does not disclose the Trade Secret, except pursuant to court order.               (b)   Confidential  Information.  The  parties  hereto  acknowledge  that  the        Company has created and maintains at great expense strategic plans, sales data and sales        strategy,  methods,  products,  procedures,  processes,  techniques,  financial  information,        customer and supplier lists, personal customer data, pricing policies, personnel data and        other  similar  confidential  and  proprietary  information,  and  has  received  from  its        customers  certain  non-Trade  Secret  confidential  and  proprietary  information        (collectively, the “Confidential Information”). The parties hereto further acknowledge        that the Company has taken and will continue to take actions to protect the Confidential        Information.  Accordingly,  the  Grantee  agrees  that  during  the  term  of  the  Grantee’s        employment with the Company, and until the sooner of (i) such time as the Confidential        Information becomes generally available to the public through no fault of the Grantee or        other  person  under  the  duty  of  confidentiality  to  the  Company,  (ii) such  time  as  the        Confidential  Information  no  longer  provides  a  benefit  to  the  Company,  or  (iii) two (2)        years after the termination of the Grantee’s employment with the Company, the Grantee        will  not,  in  any  capacity,  use  or  disclose,  or  cause  to  be  used  or  disclosed  any        Confidential  Information  the  Grantee  acquired  while  employed  by  the  Company.  The        requirements of confidentiality and the limitations on use and disclosure described in this        Agreement shall not apply to Confidential Information that the Grantee can demonstrate        by  clear  and  convincing  evidence,  at  the  time  of  disclosure  by  the  Company  to  the        Grantee,  was  known  to  the  Grantee  as  evidenced  by  the  Grantee's  contemporaneous        written records.                (c)   Preservation  of  Rights.   The  parties  hereto  agree  that  nothing  in  this        Agreement shall be construed to limit or negate the law of torts or trade secrets where it        provides the Company with broader protection than that provided herein.                              (d)   Return  of  Company  Property.  The  parties  hereto  acknowledge  that  any        material  (in  computerized  or  written  form)  that  the  Grantee  obtained  in  the  course  of    US_131388500v1_214273-00000   7/19/2018 8:55 AM  





 






Exhibit 10.1         performing the Grantee’s employment duties are the sole and exclusive property of the        Company,  the  Grantee  agrees  to  immediately  return  any  and  all  records,  files,        computerized  data,  documents,  confidential  or  proprietary  information,  or  any  other        property owned or belonging to the Company in the Grantee’s possession or under his or        her control, without any originals or copies being kept by the Grantee or conveyed to any        other person, upon the  Grantee’s separation from  employment or upon  the Company’s        request.               (e)   Non-Interference  with  Customers.  For  a  period  of  twelve  (12)  months        following  the  termination  of  the  Grantee’s  employment  with  the  Company  for  any        reason, the Grantee will not, directly or indirectly, on behalf of him/herself or any other        person, entity or enterprise, do any of the following:                     (i)   solicit  business  from  any  person  or  entity  who  is  an  Active              Customer (as defined below) and to whom the Grantee has provided products or              services  during  the  twelve  (12)  month  period  prior  to  the  termination  of  the              Grantee’s  employment  with  the  Company  (the  “Reference  Period”)  for  the              purpose of providing competitive products or services similar to those provided              by the Grantee during the Reference Period;                     (ii)  request  or  advise  any  of  the  Active  Customers, to  whom  the              Grantee  provided  products  or  services  during  his/her  employment  with  the              Company to withdraw, curtail or cancel any of their business relations with the              Company.          “Active Customer” shall mean any person or entity that, within the Reference Period,        received any products or services supplied by or on behalf of the Company or one of its        Subsidiaries.               (f)   Non-interference with Company Employees.  For a period of twelve (12)        months  following  the  termination  of  the  Grantee’s  employment  with  the  Company  for        any reason, the Grantee will not, directly or indirectly, on behalf of him/herself or any        other person, entity or enterprise: directly or indirectly solicit any Restricted Person (as        defined below) to provide services to any person or entity in a manner reasonably likely        to pose a competitive threat to the Company.               “Restricted  Person”  shall  mean  any  Company  employee  who  (1)  has  been        entrusted with the Company’s Confidential  Information or Trade Secrets in connection        with his/her employment with the Company and (2) with whom Grantee directly worked        at  any  point  during  the  twelve  (12)  month  period  immediately  preceding  the  end,  for        whatever reason, of Grantee’s employment with the Company.               (g)   Remedies.  Notwithstanding any other provision of this Agreement, if the        Grantee  breaches  any  provision  of  this  Paragraph 7,  any  Restricted  Shares  shall  be        immediately forfeited to the Company without consideration. In addition, the Company        shall be entitled to injunctive and other equitable relief (without the necessity of showing        actual  monetary  damages  or  of  posting  any  bond  or  other  security):  (i) restraining  and    US_131388500v1_214273-00000   7/19/2018 8:55 AM  





 






Exhibit 10.1         enjoining any act which would constitute a breach, or (ii) compelling the performance of        any obligation which, if not performed, would constitute a breach, as well as any other        remedies available to the Company, including monetary damages. Upon the Company’s        request, the Grantee shall provide reasonable assurances and evidence of compliance with        the  restrictive  covenants  set  forth  in  this  Paragraph 7.   If  any  court  of  competent        jurisdiction  shall  deem  any  provision  in  this  Paragraph 7  too  restrictive,  the  other        provisions shall stand, and the court shall modify the unduly restrictive provision to the        point of greatest restriction permissible by law. The restrictive covenants set forth in this        Paragraph 7  shall  survive  the  termination  of  this  Agreement,  the  forfeiture  of  any        Restricted Shares, and the Grantee’s termination of employment for any reason, and the        Grantee shall continue to be bound by the terms of this Paragraph 7 as if this Agreement        was still in effect.         8.    Liability of the Company. The inability of the Company to obtain approval from  any  regulatory  body  having  authority  deemed  by  the  Company  to  be  necessary  to  the  lawful  issuance and transfer of any Shares pursuant to this Agreement shall relieve the Company of any  liability with respect to the non-issuance or transfer of the Shares as to which such approval shall  not  have  been  obtained.  However,  the  Company  shall  use  commercially  reasonable  efforts  to  obtain all such approvals.         9.    Adjustment  in  Restricted  Shares.  This  Award  of  Restricted  Shares  is  subject  to  adjustment as provided under Section 4.2 of the Plan.         10.   Plan and Agreement Amendment.                (a)   No discontinuation, modification, or amendment of the Plan may, without        the written consent of the Grantee, adversely affect the rights of the Grantee under this        Agreement, except as otherwise provided under the Plan.                (b)   This Agreement may be amended as provided under the Plan, but no such        amendment shall adversely affect the Grantee’s rights under this Agreement without the        Grantee’s written consent, unless otherwise permitted by the Plan.         11.   Shareholder  Rights.  The  Grantee  shall  be  entitled  to  receive  any  dividends  that  become  payable  on  or  after  the  Grant  Date  with  respect  to  the  Restricted  Shares  and  Vested  Shares; provided, however, that no dividends shall be payable (a) with respect to the Restricted  Shares  on  account  of  record  dates  occurring  prior  to  the  Grant  Date  and  (b)  with  respect  to  forfeited  Restricted  Shares  on  account  of  record  dates  occurring  on  or  after  the  date  of  such  forfeiture. The Grantee shall be entitled to vote the Restricted Shares on or after the Grant Date  to the same extent as would have been applicable to the Grantee if the Restricted Shares had then  been  Vested  Shares;  provided,  however,  that  the  Grantee  shall  not  be  entitled  to  vote  (a)  the  Restricted  Shares  on  account  of  record  dates  occurring  prior  to  the  Grant  Date  and  (b)  with  respect to forfeited Restricted Shares on account of record dates occurring on or after the date of  such forfeiture.          12.   Employment  Rights.  This  Agreement  is  not  a  contract  of  employment,  and  the  terms of employment of the Grantee or other relationship of the Grantee with an Employer shall    US_131388500v1_214273-00000   7/19/2018 8:55 AM  





 






Exhibit 10.1   not  be  affected  in  any  way  by  this  Agreement  except  as  specifically  provided  herein.  The  execution  of  this  Agreement  shall  not  be  construed  as  conferring  any  legal  rights  upon  the  Grantee for a continuation of an employment or other relationship with an Employer, nor shall it  interfere with the right of an Employer to discharge the Grantee and to treat him or her without  regard to the effect which such treatment might have upon him or her as a Grantee.         13.   Disclosure Rights. Except as required by applicable law, the Company (or any of  its  affiliates)  shall  not  have  any  duty  or  obligation  to  disclose  affirmatively  to  a  record  or  beneficial holder of Common Stock, Restricted Shares or Vested Shares, and such holder shall  have no right to be advised of, any material information regarding the Company at any time prior  to, upon or in connection with receipt of the Shares.         14.   Governing  Law.  This  Agreement  shall  be  governed  by  the  internal  substantive  laws, but not the choice of law rules, of the State of Wisconsin. This Agreement, subject to the  terms and conditions of the Plan, represents the entire agreement between the parties with respect  to the grant of the Restricted Shares to the Grantee. The parties hereto each submit and consent  to the jurisdiction of the courts in the State of Wisconsin, Brown County, in any action brought  to enforce or otherwise relating to this Agreement.         15.   Compliance with Laws and Regulations. Notwithstanding anything herein to the  contrary:               (a)    the Company shall not be obligated to credit a book entry related to the        Restricted  Shares  or  Vested  Shares  to  be  entered  on  the  records  of  the  Company’s        transfer  agent,  unless  and  until  the  Company  is  advised  by  its  counsel  that  such  book        entry  is  in  compliance  with  all  applicable  laws,  regulations  of  governmental  authority,        and the requirements of any exchange upon which Shares are traded;               (b)   the  Company  may  require,  as  a  condition  of  such  a  book  entry,  and  in        order  to  ensure  compliance  with  such  laws,  regulations  and  requirements,  that  the        Grantee make whatever covenants, agreements, and representations, or execute whatever        documents  or  instruments,  the  Company,  in  its  sole  discretion,  considers  necessary  or        desirable;               (c)   no  payment  or  benefit  under  this  Agreement  shall  be  provided  to  the        Grantee if it would violate any applicable Compensation Limitation; and               (d)   notwithstanding anything to the contrary in this Agreement, the Restricted        Shares  (including  any  proceeds,  gains,  or  other  economic  benefit  actually  or        constructively  received  by  the  Grantee  thereof  upon  the  receipt  or  vesting  thereof,  or        resale of the Shares received pursuant hereto upon or after the Restricted Shares become        Vested Shares) shall be subject to the provisions of any clawback or recoupment policy        adopted  by  the  Board  and/or  the  Committee,  including  any  such  policy  adopted  to        comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act, any rules        or regulations promulgated and in effect thereunder, or any SEC or securities exchange        rule.    US_131388500v1_214273-00000   7/19/2018 8:55 AM  





 






Exhibit 10.1         16.   Successors  and  Assigns.  Except  as  otherwise  expressly  set  forth  in  this  Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon,  the succeeding administrators, heirs and legal representatives of the Grantee and the successors  and assigns of the Company.         17.   No Limitation on Rights of the Company. This Agreement shall not in any way  affect the right of the Company to adjust, reclassify, reorganize or otherwise make changes in its  capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or  any part of its business or assets.         18.   Notices.  Any  communication  or  notice  required  or  permitted  to  be  given  hereunder shall be in writing, and, if to the Company, to its principal place of business, attention:  Secretary, and, if to the Grantee, to the address appearing on the records of the Company. Such  communication or notice shall be delivered personally or sent by certified, registered, or express  mail, postage prepaid, return receipt requested, or by a reputable overnight delivery service. Any  such notice shall be deemed given when received by the intended recipient.          19.   Construction.  Notwithstanding  any  other  provision  of  this  Agreement,  this  Agreement  is  made  and  the  Restricted  Shares  are  granted  pursuant  to  the  Plan  and  are  in  all  respects limited by and subject to the express provisions of the Plan, as amended from time to  time.  This  Agreement  does  not  modify  or  amend  the  terms  of  the  Plan.  To  the  extent  any  provision of this Agreement is inconsistent or in conflict with any term or provision of the Plan,  the  Plan  shall  govern.  The  interpretation  and  construction  by  the  Committee  of  the  Plan,  this  Agreement  and  any  such  rules  and  regulations  adopted  by  the  Committee  for  purposes  of  administering the Plan shall be final and binding upon the Grantee and all other persons.         20.   Entire Agreement. This Agreement, together with the Plan, constitutes the entire  obligation of the parties hereto with respect to the subject matter hereof and shall supersede any  prior expressions of intent or understanding with respect to this transaction.         21.   Waiver;  Cumulative  Rights.  The  failure  or  delay  of  either  party  to  require  performance  by  the  other  party  of  any  provision  hereof  shall  not  affect  its  right  to  require  performance of such provision unless and until such performance has been waived in writing.  Each and every right hereunder is cumulative and may be exercised in part or in whole from time  to time.         22.   Counterparts. This Agreement may be signed in two counterparts, each of which  shall be an original, but both of which shall constitute but one and the same instrument.          23.   Headings. The headings contained in this Agreement are for reference purposes  only and shall not affect the meaning or interpretation of this Agreement.         24.   Severability. If any provision of this Agreement shall for any reason be held to be  invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision  hereof, and this Agreement shall be construed as if such invalid or unenforceable provision were  omitted.    US_131388500v1_214273-00000   7/19/2018 8:55 AM  





 






Exhibit 10.1         25.   Tax  Consequences.  The  Grantee  acknowledges  and  agrees  that  the  Grantee  is  responsible for all taxes and tax consequences with respect to the grant of the Restricted Shares  or  the  lapse  of  restrictions  otherwise  imposed  by  this  Agreement.  The  Grantee  further  acknowledges that it is the Grantee’s responsibility to obtain any advice that the Grantee deems  necessary or appropriate with respect to any and all tax matters that may exist as a result of the  grant of the Restricted Shares or the lapse of restrictions otherwise imposed by this Agreement.  If the Grantee files a Code Section 83(b) election with respect to the Restricted Shares, he or she  will immediately notify the Company of such election. Notwithstanding any other provision of  this Agreement, the Restricted Shares shall not be released to the Grantee unless, as provided in  Section  17  of  the  Plan,  the  Grantee  shall  have  paid  to  the  Company,  or  made  arrangements  satisfactory to the Company regarding the payment of, any federal, state, local or foreign income  or employment taxes required by law to be withheld with respect to the grant of the Restricted  Shares or the lapse of restrictions otherwise imposed by this Agreement.         26.   Receipt  of  Plan.  The  Grantee  acknowledges  receipt  of  a  copy  of  the  Plan,  and  represents that the Grantee is familiar with the terms and provisions thereof, and hereby accepts  the Restricted Shares subject to all the terms and provisions of this Agreement and of the Plan.  The Shares are granted pursuant to the terms of the Plan, the terms of which are incorporated  herein by reference, and the Restricted Shares shall in all respects be interpreted in accordance  with the Plan. The Committee shall interpret and construe the Plan and this Agreement, and its  interpretation and determination shall be conclusive and binding upon the parties hereto and any  other  person  claiming  an  interest  hereunder,  with  respect  to  any  issue  arising  hereunder  or  thereunder.         27.   Condition to Accept Agreement. This Agreement shall be null and void unless the  Grantee  accepts  this  Agreement via  the  Online  Grant  Agreement  portal  of  Fidelity’s  website,  indicating Grantee’s acceptance of these Restricted Shares pursuant to the terms and conditions  of this Agreement, on or before the date listed at the end of the Cover Page.         By accepting this Agreement via the Online Grant Agreement portal of Fidelity’s website,  Grantee  acknowledges and agrees to the terms and conditions of this Restricted Stock  Agreement, Cover Page, and the Plan, including, but not limited to, the terms of the Restrictive  Covenants contained in Paragraph 7 of this Agreement.                      US_131388500v1_214273-00000   7/19/2018 8:55 AM